Twelve sections
of the Los Angeles County Bar Association have asked that action on a proposed
bylaw change, relating to section financing, be deferred to the January meeting
of the Board of Trustees, but the organization’s president, Paul Kiesel,
yesterday declined to yank the item from tonight’s agenda.

The
measure would remove any control by sections over the funds they raise through
events. Kiesel contends that this merely conforms to a long-time existing
policy—but critics argue that it should not be the policy, and complain that
unlike a few years ago, they now have no information as to financing of the
sections, or the organization as a whole.

Controversy
over the proposal has spawned an “Interim Council of Sections,” comprised of
leaders of 12 sections: Appellate Courts, Corporate Law Departments, Family
Law, Senior Lawyers, Immigration and Nationality Law, Litigation, Real
Property, Business and Corporations Law, Environmental Law, Barristers,
Antitrust and Unfair Business Practices Law, and Trusts and Estates.

Carson’s E-Mail

John
Carson, who was LACBA president in 1994, chairs the interim council, as well as
the Senior Lawyers Section. In an e-mail to members of the Board of Trustees on
Friday, Carson announced the formation of the group, and related that “so far
the Senior Lawyers, Antitrust, and Corporate Sections have each voted to
outright oppose the Proposal.”

He
attached a statement which reads:

“This
is to advise you that on 11/11/15, representatives of 12 major sections met and
voted unanimously to form an interim Council of Sections.

“The
prevailing sentiment at the meeting was in opposition to the adoption of the
proposed amendment to Section 14 of the bylaws concerning section financing
(Proposal).

“In
addition, those present expressed a desire for more time within which to
consult with their respective executive committees, and for those committees to
be able to consider their positions on the Proposal with care. Toward that end,
I am asking, on behalf of the Council, that action on the Proposal be put over
to the January meeting of the Board of Trustees.

“If
there is a disinclination to giant this request, I would ask that
representatives of the sections be permitted to express their views at the Nov.
18 meeting.”

Sherman Oaks
attorney Ronald F. Brot, who chairs the Family Law Section, yesterday told
members of the Interim Council of Sections, by e-mail:

“President
Kiesel has just informed me that while he sees no urgency in voting on the
proposed Bylaw amendment, he will allow the matter to go to a vote on Wednesday
if the Board of Trustees wishes to vote. I was unable to persuade him to
agree to defer.”

Kiesel’s
Response

Kiesel
sent an e-mail to section officers and directors saying:

“The LACBA Board of Trustees
periodically updates its organizational bylaws so that they reflect the current
practices of LACBA and accord with good governance. One bylaw
provision related to section finances has been out of date for years, and has
not reflected, for close to a decade, the reality of LACBA’s financial
practices. Those practices were changed by LACBA’s leadership following
extensive conversation with Section leadership. The subject bylaw provision,
however, was overlooked and was therefore not amended when the Board of
Trustees overhauled LACBA’s bylaws a few years ago. The current proposed
revision of that bylaw provision will have no effect on the operations of any
section.

Proposed bylaw
amendment

“This particular bylaw
amendment, along with several others, was on the agenda for consideration and
approval by the Board of Trustees at its October meeting. We did not
expect this to be controversial because we were simply conforming our
bylaws to existing practices and removing an artifact from a bygone era. However,
when it became clear that some of you took issue with the change, I removed it
from the Board agenda so we can be clear about the change.”

Kiesel
asked that any comments on the proposal be sent to him by noon on Monday.

Responses From
Sections

There
were seven responses on Monday, some directed to Kiesel and some to the entire
Board of Trustees, which includes Kiesel and the other officers.

Kristin
Adrian, chair of the Corporate Law Departments section, alluded indirectly to
the rumblings within some sections that setting up organizations outside of
LACBA or affiliating with another existing group should be considered. She
said, on behalf of her section, that the effort to amend the bylaw “seems to be
a legitimization of a practice that has never been agreed to by the Sections
and, as you can surmise, many Sections are considering actions that would not
be productive for a cohesive Association.”

She
complained of LACBA “taking all control over pricing of events and programs,”
noting that this step was taken “without consulting the Sections.”

Adrian
recited:

“It
started with the Bar stopping financial reporting to the Sections so that the
Treasurer had no function. Sections were just told by administrators that if we
had an award dinner that brought in large profits, the Section could not spend
any of those excess funds to keep down the cost of other programming to
members. This ‘recent method’ called for each program to be budgeted on 20%+
profit basis with a minimum cost per CLE hour of credit. This ‘recent method’
of mandatory minimums and all financial control taken away from the Sections in
planning their programming and events leaves many Sections wondering who they
are representing and feeling that the Bar is trying to balance its budget on the
back of the Sections. Sections never agreed to this ‘recent method’ and pushing
through a Bylaw amendment that would formalize this practice is objectionable
to our Section and many Section executive committee members.

“I
urge the Trustees to engage with Section leaders to address some of the Section
concerns (financial and otherwise) and not try to push through a bylaw that
would just further antagonize Section leaders.”

Price Hikes

William
L. Winslow, chair Trusts and Estates Section, also alluded to a sore point with
sections: high prices being mandated for events the sections stage. Winslow
advised Kiesel:

“The
contents of your statement are largely in accord with the recollection of
section leaders, myself included. However, 1 must observe, with reluctance,
that it is incomplete in important respects. The change would conform the
by-laws to the de facto situation which has existed for many years.
Nevertheless, the proposed by-law change occurs in the context of LACBA’s
apparently alarming financial situation; and it follows on a decision by the
leadership of LACBA to impose large price increases on section programs without
consulting the sections.

“Though
I heard today from Margaret Stevens, the President-Elect, that there had been
some consultation with a couple of other sections’ leaders, I think it is fair
to say that concrete written proposals for changes in pricing for sections’
programs, with an opportunity to comment, were not made. 1 learned of your
decision to charge $50/$65 for our Brown Bag lunches, which formerly were free,
from an email sent by Terrina Scott [supervisor of event operations]. Our
section had no prior notice.

“It
is true that the Trusts and Estates Section, like others (as I heard at the
first meeting of the Council of Sections), did acquiesce in the changes made a
few years ago, though not without carping and considerable resentment about the
Association taking away our ability to do some things that we wanted to do with
the “profits” we made on nearly every one of our programs. The changes
essentially ended the practice of sections having their own separate accounts,
with control (inside reasonable limits) on how to spend the revenue from our
‘profitable’ programs. That acquiescence was founded on the implicit
undertaking of LACBA to not treat the sections unfairly, dictate to them,
understaff them, or impose big price hikes without consultation. That is why,
with respect. I submit that your explanation about what went before somewhat
misses the point. The breaking of the implicit promise by LACBA is why the
proposed by-law change is a flashpoint. That is why it is not all water under
the bridge; that is why we oppose the by-law change.”

Personal View

Brot
said his section’s executive committee would not meet until the following night
and therefore had no position, yet. He added:

“While
I have not yet been granted authority to speak for the Family Law Section on
this issue, we have previously discussed the sentiment from our Executive
Committee, past and present, that we do not feel heard or included by the Bar’s
leadership. This sentiment was raised last year and again this year by several
Sections at the Section Leaders Retreat. You heard a similar sentiment raised passionately
by members of [Family Law Executive Committee] when you visited our meeting
last month.

“My
personal observation is that the Sections are frustrated that they have less
and less control of their own programs and activities, and now almost no say as
to the use of the funds they raise. The two step change over the last decade in
the manner in which Section activities are handled by the Association (first a
choice of opting in, and then a mandatory opt in), was purportedly adopted for
administrative convenience and to eliminate the need for strict accounting of
the administrative commitment to section programming and other activities. This
was presented to the Sections as something that would ultimately benefit them.
Instead, it has come to be used to control and limit Section programs and
activities, to eliminate any Section control over the use of their funds
(expressly contrary to the existing Bylaws which you seek to amend), and to
otherwise justify the lack of Section autonomy. In my view, the current issue
goes well beyond the Bylaw amendment, although it includes that issue.

“Section
leaders have long demonstrated their unwavering commitment to LACBA, to their
constituencies, and to the administration of justice. Not having been heard by
LACBA leadership for far too long, as a first step Section leaders have now
united to form the interim Counsel of Sections. I urge you not to dismiss this
as a simple ‘we/you’ confrontation. I urge you not to dismiss it at all.
Legitimate issues have been raised by loyal Bar leaders. The issues merit
careful and thoughtful analysis, and a collaborative resolution. Accordingly,
it makes good sense to defer the Bylaw amendment until these greater issues are
fully explored and resolved.”

Carson Comments

Writing
to the board on behalf of the Senior Lawyers Section, Carson said:

“It
seems that the history of the funds of Sections has been greatly clarified by
Mr. Brot’s 11/15 email to the Trustees. It is obvious that not only has this
practice, that now is sought to cast into concrete, not worked as thought, but
that it also has and is causing great angst and resentment among the Sections.

“And
to now reason that in view of a history of violation of a By-law, the By-law
should be changed rather than the practice changed, is an interesting bit of
logic . I would not take the generosity of the Sections’ to give time to see
how these two step changes worked out as an unconditional consent, especially
in view of the anger this has generated.

“I
will not repeat the contents of Mr. Brot’s email, but I have received unanimous
support for his views.

“The
Sections with whom I have had discussions feel dictated to and ignored,
resulting in at least a lack of enthusiasm for/distraction from their work.

“The
Section members have been part of this Bar for decades, and many have held
leadership roles. They have the best interests of the Bar at heart. Ignoring
the situation will only make it worse. They deserve the courtesy of real input,
full and complete information, and open and full discussions toward problem
solution.

“After
all, the members of the Bar are the owners of this institution, and the Section
membership comprises about 15K out of a total Bar membership of about 19K.

“I
urge you to begin a dialogue with then Sections to jointly work out solutions
to the situations in which the Bar and the Sections currently find themselves.”

Speed Not
Necessary

The
chairs of two sections supplied a copy of its position paper, but asked that
the section not be identified. One section told Kiesel:

“Until
reading the LACBA statement, we understood that LACBA used the funds our
section generates primarily to support our section. But even if the Proposal
simply conforms the Bylaws to current practices (which it appears are not
currently sanctioned by the Bylaws), maintaining a transparent process and
securing section input remains important. The Proposal involves the use of
funds generated by the section. The Proposal thus could have a material effect
on the volunteer work of section executive committees. Further, on a practical
note, if this has already been the practice for years, it is unclear why the
vote cannot be postponed a short time to address our and other sections’
opposition.

“Our
opposition to the amendment generally stems from a desire for greater
transparency with respect to LACBA financial information and, relatedly, a
desire to retain some section autonomy with respect to programming,
particularly revenues and pricing. These concerns go beyond the Proposal. We
understand LACBA is currently contemplating a standard price increase for
section programs ($75/CLE hour). The Section is in a much better position than
is LACBA to set the prices for its programs to ensure that they both generate
sufficient income to cover costs and are not so expensive that they discourage
attendance.”

Current
Provision

Another
section commented:

“We
believe that the association’s failure to comply with its own bylaws is a poor
reason to support the amendment. We further believe there was good reason
behind the current version of section 14 that continues to be relevant today.
Indeed,… section 14 is more relevant today than ever in view of the broader,
recent changes taking place at the association.

“Section
14, in its current form, reflects the fact that the association is a voluntary
bar association that would not exist but for its members’ pro bono contribution
of their time, talent, and experience. By affording the association’s members
and their respective sections a say in the use of funds they generate, section
14 motivates members to contribute and encourages the spirit of partnership—a
partnership between the members and their sections, on the one hand, and the
broader association on the other.”

The
statement goes on to say:

“We
oppose the proposed bylaw amendment to section 14 because it is yet another
step in the centralization of authority in the association at the expense of
the association’s sections and rank-and-file members. We support the current
version of section 14 because it appropriately balances the interests of the
sections with the association’s financial obligations and recognizes the
central role the sections play in the success of the association.”

De Los Reyes’s
View

Writing
as an individual, Century City attorney Anthony De Los Reyes, secretary of the
Senior Lawyers Section and a former LACBA trustee, told Kiesel:

“[T]he
thought that enshrining past practices that violated the bylaws should now be
made lawful is disingenuous, at best.

“The
members of the Senior Lawyers Section have selflessly devoted countless hours
in creating, promoting, and presenting programs of considerable general
interest, all in furtherance of LACBA’s greater goals. The inability to
maintain any measure of control over the finances that ultimately determine the
scope of these programs creates a level of frustration that discourages our
efforts.

“The
present unfortunate financial position of LACBA is a matter of great concern to
all of us—but the proposed Draconian solution—and the way it has been
presented—is not a path that should be pursued without the full participation
of the membership.